Maryland | 000-54673 | 27-0668930 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(b) | Pro Forma Financial Information | |
KBS Legacy Partners Apartment REIT, Inc. | ||
KBS LEGACY PARTNERS APARTMENT REIT, INC. | |||
Date: | April 4, 2018 | By: | /s/ JEFFREY K. WALDVOGEL |
Jeffrey K. Waldvogel | |||
Chief Financial Officer, Treasurer and Secretary | |||
(principal financial officer) |
KBS Legacy Partners REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||||||||||||||
Legacy at Valley Ranch (b) | Crystal Park at Waterford (c) | Lofts at the Highlands (d) | The Residence at Waterstone (e) | ||||||||||||||||||||
Assets | |||||||||||||||||||||||
Real estate | $ | 217,500 | $ | (67,500 | ) | $ | (45,700 | ) | $ | (44,400 | ) | $ | (59,900 | ) | $ | — | |||||||
Cash and cash equivalents | 14,133 | 36,551 | (f) | 18,238 | (g) | 13,783 | (h) | 12,925 | (i) | 95,630 | |||||||||||||
Restricted cash | 3,042 | (1,572 | ) | (j) | (555 | ) | (j) | (522 | ) | (j) | (393 | ) | (j) | — | |||||||||
Rents and other receivables, net | 169 | — | — | — | — | 169 | |||||||||||||||||
Other assets, net | 325 | — | — | — | — | 325 | |||||||||||||||||
Total assets | $ | 235,169 | $ | (32,521 | ) | $ | (28,017 | ) | $ | (31,139 | ) | $ | (47,368 | ) | $ | 96,124 | |||||||
Liabilities | |||||||||||||||||||||||
Liabilities for estimated costs in excess of estimated receipts during liquidation | $ | 686 | $ | 138 | (k) | $ | 451 | (k) | $ | 252 | (k) | $ | 628 | (k) | $ | 2,155 | |||||||
Notes payable | 132,932 | (31,046 | ) | (l) | (26,377 | ) | (m) | (30,348 | ) | (n) | (45,161 | ) | (o) | — | |||||||||
Accounts payable and accrued liabilities | 2,609 | — | — | — | — | 2,609 | |||||||||||||||||
Due to affiliates | 85 | — | — | — | — | 85 | |||||||||||||||||
Liabilities for estimated closing costs and disposition fees | 4,131 | (1,078 | ) | (p) | (1,257 | ) | (p) | (708 | ) | (p) | (1,088 | ) | (p) | — | |||||||||
Other liabilities | 1,379 | (413 | ) | (q) | (318 | ) | (q) | (254 | ) | (q) | (394 | ) | (q) | — | |||||||||
Total liabilities | 141,822 | (32,399 | ) | (27,501 | ) | (31,058 | ) | (46,015 | ) | 4,849 | |||||||||||||
Commitments and contingencies | |||||||||||||||||||||||
Net assets in liquidation | $ | 93,347 | $ | (122 | ) | $ | (516 | ) | $ | (81 | ) | $ | (1,353 | ) | $ | 91,275 |
(a) | Historical consolidated statement of net assets derived from KBS Legacy Partners REIT’s Annual Report on Form 10-K as of December 31, 2017. |
(b) | Represents adjustments to reflect the disposition of Legacy at Valley Ranch. The liquidation value of the Legacy at Valley Ranch was $67.5 million, excluding estimated closing costs. |
(c) | Represents adjustments to reflect the disposition of Crystal Park at Waterford. The liquidation value of Crystal Park at Waterford was $45.7 million, excluding estimated closing costs. |
(d) | Represents adjustments to reflect the disposition of the Lofts at the Highlands. The liquidation value of the Lofts at the Highlands was $44.4 million, excluding estimated closing costs. |
(e) | Represents adjustments to reflect the disposition of The Residence at Waterstone. The liquidation value of The Residence at Waterstone was $59.9 million, excluding estimated closing costs. |
(f) | Represents the amount of net cash proceeds from the disposition of Legacy at Valley Ranch, based on the gross sales price of $68.5 million and reduced by the aggregate outstanding balance of the Legacy at Valley Ranch Mortgage Loan, and net of closing credits, closing costs, the disposition fee and rental security deposits. |
(g) | Represents the amount of net cash proceeds from the disposition of Crystal at Waterford, based on the gross sales price of $45.9 million and reduced by the aggregate outstanding balance of the Crystal at Waterford Mortgage Loan, and net of closing credits, closing costs, the disposition fee and rental security deposits. |
(h) | Represents the amount of net cash proceeds from the disposition of the Lofts at the Highlands, based on the gross sales price of $44.4 million and reduced by the aggregate outstanding balance of the Lofts at the Highlands Mortgage Loan, and net of closing costs, the disposition fee and rental security deposits. |
(i) | Represents the amount of net cash proceeds from the disposition of The Residence at Waterstone, based on the gross sales price of $60.1 million and reduced by the aggregate outstanding balance of The Residence at Waterstone Mortgage Loan, and net of closing credits, closing costs, the disposition fee and rental security deposits. |
(j) | Represents the adjustment to eliminate restricted cash. |
(k) | Represents the adjustment to eliminate estimated receipts in excess of estimated costs during liquidation. |
(l) | Represents the aggregate outstanding principal balance of $30.3 million and $0.7 million of prepayment penalties on the Legacy at Valley Ranch Mortgage Loan as of December 31, 2017. |
(m) | Represents the aggregate outstanding principal balance of $26.3 million and $81,000 of prepayment penalties on the Crystal at Waterford Mortgage Loan as of December 31, 2017. |
(n) | Represents the aggregate outstanding principal balance of $30.3 million and $45,000 of prepayment penalties on the Lofts at the Highlands Mortgage Loan as of December 31, 2017. |
(o) | Represents the aggregate outstanding principal balance of $44.7 million and $0.4 million of prepayment penalties on The Residence at Waterstone Mortgage Loan as of December 31, 2017. |
(p) | Represents the adjustment to estimated closing costs and disposition fees to reflect the disposition. |
(q) | Represents the adjustment for rental security deposits transferred to the purchaser upon disposition and the application of buyer’s good faith deposit to the sales proceeds at closing. |
KBS Legacy Partners REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||||||||||||||
Legacy at Valley Ranch (b) | Crystal Park at Waterford (b) | Lofts at the Highlands (b) | The Residence at Waterstone (c) | ||||||||||||||||||||
Net assets in liquidation, beginning of period | $ | 178,251 | $ | (122 | ) | $ | (516 | ) | $ | (81 | ) | $ | (1,353 | ) | $ | 176,179 | |||||||
Changes in net assets in liquidation | |||||||||||||||||||||||
Other changes, net | 254 | — | — | — | — | 254 | |||||||||||||||||
Net increase in liquidation value | 254 | — | — | — | — | 254 | |||||||||||||||||
Liquidating distributions to stockholders | (85,158 | ) | — | — | — | — | (85,158 | ) | |||||||||||||||
Changes in net assets in liquidation | (84,904 | ) | — | — | — | — | (84,904 | ) | |||||||||||||||
Net assets in liquidation, end of period | $ | 93,347 | $ | (122 | ) | $ | (516 | ) | $ | (81 | ) | $ | (1,353 | ) | $ | 91,275 |
(a) | Historical consolidated statement of changes in net assets derived from KBS Legacy Partners REIT’s Annual Report on Form 10-K for the year ended December 31, 2017. |
(b) | The net assets in liquidation decreased primarily as a result of adjustments to eliminate the estimated receipts in excess of estimated costs during liquidation. |
(c) | The net assets in liquidation decreased primarily as a result of adjustments to eliminate the estimated receipts in excess of estimated costs during liquidation and an increase of the estimated closing costs related to the sale of The Residence at Waterstone. |
KBS Legacy Partners REIT Historical (a) | Pro Forma Adjustments | Pro Forma Total | |||||||||||||||||||||
Legacy at Valley Ranch (b) | Crystal Park at Waterford (c) | Lofts at the Highlands (d) | The Residence at Waterstone (e) | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Rental income | $ | 36,293 | $ | (6,532 | ) | $ | (4,176 | ) | $ | (3,439 | ) | $ | (4,801 | ) | $ | 17,345 | |||||||
Total revenues | 36,293 | (6,532 | ) | (4,176 | ) | (3,439 | ) | (4,801 | ) | 17,345 | |||||||||||||
Expenses: | |||||||||||||||||||||||
Operating, maintenance, and management | 5,084 | (825 | ) | (487 | ) | (539 | ) | (762 | ) | 2,471 | |||||||||||||
Real estate taxes and insurance | 6,159 | (1,346 | ) | (645 | ) | (350 | ) | (667 | ) | 3,151 | |||||||||||||
Asset management fees to affiliate | 234 | (12 | ) | (32 | ) | (18 | ) | (34 | ) | 138 | |||||||||||||
Property management fees and expenses to affiliate | 5,249 | (1,059 | ) | (541 | ) | (369 | ) | (496 | ) | 2,784 | |||||||||||||
General and administrative expenses | 2,594 | (76 | ) | (16 | ) | (34 | ) | (15 | ) | 2,453 | |||||||||||||
Depreciation and amortization | 9,279 | (896 | ) | (1,375 | ) | (1,050 | ) | (1,601 | ) | 4,357 | |||||||||||||
Interest expense | 8,623 | (1,173 | ) | (672 | ) | (1,159 | ) | (1,639 | ) | 3,980 | |||||||||||||
Total expenses | 37,222 | (5,387 | ) | (3,768 | ) | (3,519 | ) | (5,214 | ) | 19,334 | |||||||||||||
Other income: | |||||||||||||||||||||||
Interest income | 238 | — | — | (2 | ) | — | 236 | ||||||||||||||||
Gain on sale of real estate | 51,885 | — | — | — | — | 51,885 | |||||||||||||||||
Loss from extinguishment of debt | (2,080 | ) | — | — | — | — | (2,080 | ) | |||||||||||||||
Total other income | 50,043 | — | — | (2 | ) | — | 50,041 | ||||||||||||||||
Net income | $ | 49,114 | $ | (1,145 | ) | $ | (408 | ) | $ | 78 | $ | 413 | $ | 48,052 | |||||||||
Net income per common share, basic and diluted | $ | 2.34 | $ | 2.29 | |||||||||||||||||||
Weighted-average number of common shares outstanding, basic and diluted | 20,952,306 | 20,952,306 |
(a) | Historical financial information derived from KBS Legacy Partners REIT’s Annual Report on Form 10-K for the year ended December 31, 2017. |
(b) | Amount represents the adjustment to remove the historical operations of Legacy at Valley Ranch, which was sold on February 8, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the 11 months ended November 30, 2017. |
(c) | Amount represents the adjustment to remove the historical operations of Crystal Park at Waterford, which was sold on February 8, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the 11 months ended November 30, 2017. |
(d) | Amount represents the adjustment to remove the historical operations of the Lofts at the Highlands, which was sold on March 28, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the 11 months ended November 30, 2017. |
(e) | Amount represents the adjustment to remove the historical operations of The Residence at Waterstone, which was sold on March 29, 2018, as reflected in the historical statement of operations of KBS Legacy Partners REIT for the 11 months ended November 30, 2017. |